0001398344-19-001161 Sample Contracts

INVESTMENT MANAGER AGREEMENT
Investment Manager Agreement • January 28th, 2019 • City National Rochdale Funds • California

AGREEMENT made as of January 18th, 2018, by and between City National Rochdale, LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”) and GML Capital LLP, a limited liability partnership organized under the laws of the United Kingdom (the “Investment Manager”), on behalf of the City National Rochdale Short Term Emerging Markets Debt Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

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INVESTMENT MANAGER INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 28th, 2019 • City National Rochdale Funds • New York

This INVESTMENT MANAGER INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) made as of October 19, 2018, by and between City National Rochdale LLC, a limited liability company organized under the laws of the state of Delaware (the “Adviser”) and Federated Investment Management Company, a Delaware statutory trust (the “Investment Manager”), with respect to the City National Rochdale High Yield Bond Fund (the “Fund”), a series of City National Rochdale Funds (the “Trust”):

AMENDMENT NO. 3 TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • January 28th, 2019 • City National Rochdale Funds • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), effective as of the 30th day of November, 2017 (the “Amendment Effective Date”) is entered into by and between City National Rochdale Funds (formerly known as CNI Charter Funds) (the “Trust”), City National Rochdale Fixed Income Opportunities (Ireland) Limited, a private company organized under the laws of Ireland (the “Subsidiary”) and wholly owned subsidiary of City National Rochdale Fixed Income Opportunities Fund, which is a Portfolio of the Trust, and SEI Investments Global Funds Services (“Administrator”).

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 28th, 2019 • City National Rochdale Funds

THIS AMENDMENT dated as of the last date written on the signature block to the Custody Agreement dated as of August 1, 2011, as amended (the “Custody Agreement”), is entered into by and between CITY NATIONAL ROCHDALE FUNDS, a Delaware trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

CITY NATIONAL ROCHDALE GOVERNMENT MONEY MARKET FUND FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 28th, 2019 • City National Rochdale Funds • Delaware

THIS FEE WAIVER AGREEMENT is made as of March 1st, 2018 (the “Effective Date”), by and between City National Rochdale Funds (the “Trust”), a Delaware statutory trust, on behalf of the City National Rochdale Government Money Market Fund series of the Trust (the “Fund”), and City National Rochdale, LLC (the “Adviser”), a Delaware limited liability company.

CITY NATIONAL ROCHDALE GOVERNMENT MONEY MARKET FUND RULE 12B-1 FEE LIMITATION AGREEMENT
Rule 12b-1 Fee Limitation Agreement • January 28th, 2019 • City National Rochdale Funds • Delaware

THIS RULE 12-1 FEE LIMITATION AGREEMENT is made this 1st day of March, 2018 (the “Effective Date”), by and among City National Rochdale Funds (the “Trust”), SEI Investments Distribution Co. (“SIDCO”), the principal underwriter of the Trust, and RIM Securities LLC (“RIM”), the sub-distribution coordinator.

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